A UAE company in the international food trade came to us with a cross-border transaction to complete. It planned to buy shares in a foreign company and then sell them on to a buyer in another jurisdiction. The deal called for RAK ICC company formation and careful structuring from start to finish. We completed the project in around two months.
- Segregated deal vehicle in RAK ICC ring-fenced the transaction from day-to-day trading, simplifying accounting and containing risk to a single-purpose company.
- English common law foundations and access to DIFC/ADGM courts provided cross-border parties with familiar dispute resolution and higher comfort on enforceability.
- Use of a trust arrangement over shares split legal and beneficial ownership, supporting asset protection while maintaining transparent control for compliance checks.
- Proactive tax registration, audited statements, and coordinated filings in each jurisdiction reduced exposure to double taxation and post-closing tax challenges.
- Pre-planned wind-up of the RAK ICC structure avoided lingering obligations, ongoing fees, and regulatory queries once the deal was settled.
The Client and the Cross-Border Deal
Our client is a UAE company that trades food products internationally. It works closely with partners abroad, so corporate deals outside the country are part of its normal business. This time the plan was to acquire shares in a foreign company and resell them to a different buyer.
Transactions like this are easier to run through a separate vehicle rather than the main trading company. A dedicated entity keeps trading activity apart from asset ownership, simplifies accounting, and reduces risk. For that reason, the client looked at setting up a company in the UAE as the foundation for the deal.
The task came down to three points. First, to buy and later sell the shares lawfully. Second, to keep the tax consequences in each jurisdiction to a minimum. Third, to keep ownership transparent and protect the assets throughout the transaction. On top of that, the exit had to be planned in advance – winding the structure up once the deal closed.
The Challenge and the Tax Exposure
Cross-border share deals are rarely straightforward. Each jurisdiction – where the seller sits, where the buyer sits, and where the target company is registered – applies its own tax rules and corporate controls. A weak structure can lead to double taxation, a refused share transfer, or questions from the tax authorities.
Transparency is a further hurdle. Regulators and banks expect a clear ownership chain and a documented source of funds. If the beneficial owner sits behind an opaque structure, the deal can stall at the compliance stage.
In practice, this means lining up several parties at once – the seller, the buyer, and the banks and registries in different countries. A mismatch in the paperwork on one side slows the whole chain, so the structure and the document set have to be worked out before the first payment, not as the deal goes along.
There was one more requirement. The company had to be not only formed but also closed correctly. Many vehicles are created for a single transaction, and here a proper wind-up matters as much as the incorporation itself. Unfinished obligations or an abandoned company can turn into fines and questions from the registry.
For a cross-border deal, the exit deserves as much thought as the entry: unresolved obligations cost more than a clean wind-up.
Why We Chose RAK ICC Company Formation
For this task, we proposed RAK ICC company formation – incorporation through the Ras Al Khaimah International Corporate Centre. RAK ICC is one of the few UAE jurisdictions where an offshore company can be incorporated, and its corporate law is built on English common law. That framework suits holding and investment work well, including the purchase and sale of shares.
RAK ICC has a broad profile: companies here can carry on international trade, hold investments, and own assets. A company can be wholly owned by foreign shareholders, there is no minimum share capital, and no physical office in the UAE is required – a registered office through a registered agent is enough.
Legal certainty mattered too. RAK ICC companies can refer disputes to the courts of the DIFC or the ADGM, which apply a similar common-law regime. For a share deal with parties in different countries, that reduces uncertainty.
Flexibility was the other draw. RAK ICC allows different company forms and lets shares be held under a trust arrangement. That gave the client exactly what the deal needed: a clear split between legal and beneficial ownership, and asset protection while the transaction ran.
RAK ICC Company Setup and Deal Support
Once the structure was agreed, we took on the whole process – from incorporation to closing. The work ran in clear stages:
- Incorporated the RAK ICC company and put a trust arrangement in place to hold the shares.
- Prepared the constitutional documents to fit the deal.
- Registered the company for corporate tax in the UAE.
- Handled the purchase of the shares in the foreign company.
- Structured the onward sale of the shares to the buyer in another jurisdiction.
- Prepared the reporting and documents required in each jurisdiction involved.
- Wound the structure up once settlement was complete.
Tax needed particular care. As a rule, RAK ICC companies must register for corporate tax, though they may apply a zero rate where the conditions are met, which requires audited financial statements. The standard UAE corporate tax rate is 9% on taxable income above AED 375,000, with income below that threshold taxed at 0%.
For every party to the deal, we assembled a set of documents confirming that the share transfer was lawful and that the funds were clean – a key requirement for banks and regulators in cross-border work. Working this way let us run the transaction predictably and keep to the timetable.
The client came away with a working structure and a deal that closed without complications. The purchase and resale of the shares were completed lawfully, the tax and reporting obligations were met in every jurisdiction, and the structure was wound up cleanly once settlement was through. The whole project took around two months.
For the business, this delivered several results at once:
| Objective | Outcome |
|---|---|
| Complete the deal lawfully | Purchase and resale of shares done without breaches |
| Reduce tax exposure | Obligations met in each jurisdiction |
| Keep ownership transparent | Clear ownership chain for banks and regulators |
| Close the structure | Wind-up with no open obligations |
A dedicated company for the deal kept a one-off transaction separate from day-to-day trading and shielded the main business from extra risk. The closed structure no longer needs renewals, reporting, or annual fees, so nothing was left hanging after the deal. In the end, the client gained not only a successful transaction but also asset protection, transparent ownership, and a flexible corporate structure.
What This RAK ICC Project Shows
This project shows how a single company in the right jurisdiction can solve several parts of a cross-border deal at once. RAK ICC’s flexible corporate law, its English-law foundation, and the option to hold shares under a trust arrangement made it possible to run the purchase and sale of shares transparently and with a controlled tax burden.
The main lesson is simple. The outcome does not turn on one good move but on a structure that works as a whole – from choosing the jurisdiction and registering for tax through to reporting and a timely wind-up. A gap at any stage can complicate the entire deal and add to the cost.
If you are planning a similar transaction, the Uniwide team can help you assess the structure and set up a company in RAK ICC for your specific needs.
Tags: UAE
